Mastermind Inc (MMND)

[loss-pro]

8K

Item 1.01 Entry into a Material Definitive Agreement.


As disclosed in CoConnect, Inc.’s (the “Company”) Form 8-K filed on February 17, 2010 with the United States Securities and Exchange Commission, certain convertible promissory notes (the “Notes”) issued to several noteholders (the “Noteholders”) in the total principal amount of $84,057 went into default due to nonpayment. Following default, the Company received demands from the Noteholders for the repayment of all principal and interest due thereunder. Considering the current financial condition of the Company, including the unavailability of adequate cash or assets to resolve the amounts due and payable under the Notes, the Company believes the default under the Notes may have a material adverse effect on the Company’s financial stability and its ability to continue as a going concern.

On February 24, 2010, following discussions with the Noteholders, the Noteholders agreed to waive the default and payment of all principal and interest due and payable under the Notes. Pursuant to the terms of such waiver, (i) the default interest rate under the Notes was to remain in effect and accrue until full repayment of the Notes, and (ii) the maturity date of the Notes was extended to March 10, 2010. The Company is currently using its best efforts to explore options available related to the repayment and/or retirement of the Notes.



Dated: February 26, 2010